UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

 

China Biologic Products, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

16938C106

(CUSIP Number)

Robert B. Knauss

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

With a copy to:

Weiheng Chen, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

Suite 1509, 15/F, Jardine House

1 Connaught Place, Central

Hong Kong

+(852) 3972 4955

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2016

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   WP X Biologics LLC
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   3,112,920 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   3,112,920 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   3,112,920 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   11.7% (See Item 5)
14.		Type of reporting person (see instructions)   OO

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus Private Equity X, L.P.
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,085,529 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,085,529 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,085,529 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   30.4% (See Item 5)
14.		Type of reporting person (see instructions)   PN

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus X Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   258,671 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   258,671 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   258,671 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   1.0% (See Item 5)
14.		Type of reporting person (see instructions)   PN

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus X, L.P.
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   PN

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus X GP L.P.
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   PN

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   WPP GP LLC
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   OO

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   PN

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus Partners GP LLC
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   OO

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus & Co.
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   New York
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   PN

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Warburg Pincus LLC
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   New York
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   OO

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Charles R. Kaye
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   United States of America
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   IN

---

CUSIP No.  16938C106

 

1.		Names of reporting persons.   Joseph P. Landy
2.		Check the appropriate box if a member of a group (see instructions). (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)   N/A
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or place of organization   United States of America
Number of shares beneficially owned by each reporting person with				7.		Sole voting power   0
				8.		Shared voting power   8,344,200 (See Item 5)
				9.		Sole dispositive power   0
				10.		Shared dispositive power   8,344,200 (See Item 5)
11.		Aggregate amount beneficially owned by each reporting person   8,344,200 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13.		Percent of class represented by amount in Row (11)   31.4% (See Item 5)
14.		Type of reporting person (see instructions)   IN

---

Pursuant to Rule 13d-2 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Schedule 13D/A (this “Amendment No. 14”) amends and supplements the Schedule 13D filed on November 24, 2010 (the “Original Schedule 13D”, as amended and supplemented by the Schedule 13D/A filed on December 13, 2010, the Schedule 13D/A filed on December 17, 2010, the Schedule 13D/A filed on March 3, 2011, the Schedule 13D/A filed on May 26, 2011, the Schedule 13D/A filed on May 31, 2011, the Schedule 13D/A filed on December 13, 2011, the Schedule 13D/A filed on December 19, 2011, the Schedule 13D/A filed on June 5, 2012, the Schedule 13D/A filed on May 1, 2013, the Schedule 13D/A filed on May 15, 2013, the Schedule 13D/A filed on March 4, 2014, the Schedule 13D/A filed on June 11, 2015 and the Schedule 13D/A filed on June 16, 2015, together with this Amendment No. 14, the “Schedule 13D”), and is being filed on behalf of WP X Biologics LLC, a Delaware limited liability company (“WP X B”), Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), and holder of 96.9% of the equity interest in WP X B, Warburg Pincus X Partners, L.P., a Delaware limited partnership and holder of 3.1% of the equity interest in WP X B (“WPP X”, and together with WP X, the “Funds”), Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”), and the general partner of each of the Funds, Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”), and the general partner of WP X LP, WPP GP LLC, a Delaware limited liability company (“WPP GP”), and the general partner of WP X GP, Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), and the managing member of WPP GP, Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), and the general partner of WP Partners, Warburg Pincus & Co., a New York limited liability company (“WP”), and the managing member of WPP GP LLC, Warburg Pincus LLC, a New York limited liability company (“WP LLC”), that manages each of the Funds, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Co-Chief Executive Officer and Managing Member of WP LLC (each of the foregoing, a “Warburg Pincus Reporting Person” and collectively, the “Warburg Pincus Reporting Persons”). Messrs. Kaye and Landy may be deemed to control the Funds and WP X B, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC. This Amendment No. 14 relates to the common stock, $0.0001 par value per share (the “Shares”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).

All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D, as amended.

 

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented by inserting the following after the last paragraph thereof:

Follow-on Offering (March 2016)

The Funds, as selling stockholders, entered into that certain underwriting agreement dated March 1, 2016 (the “Original Underwriting Agreement”), as amended by certain amended and restated underwriting agreement dated March 2, 2016 (the “Underwriting Agreement”), by and among the Company, the Funds and Morgan Stanley & Co. International plc, as the sole underwriter named in the Underwriting Agreement (the “Underwriter”). Pursuant to the Underwriting Agreement, the Funds agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Funds, subject to the terms and conditions set forth therein, an aggregate of 3,870,000 Shares (or 4,257,000 Shares if the Underwriter elects to exercise the option to purchase additional Shares from the Funds in full) at a price of $107.00 per Share, in an underwritten public offering pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-204761) and the prospectus supplement and the related prospectus that will be filed with the U.S. Securities and Exchange Commission (“SEC”) prior to the closing of the offering (the “Offering”). The Offering is expected to close on March 7, 2016.

In connection with the Offering, each of WP X B and the Funds delivered a lock-up letter to the Underwriter on March 1, 2016 (each, a “Lock-up Letter,” and collectively, the “Lock-up Letters”). Pursuant to the Lock-up Letters and subject to exemptions provided thereunder, each of WP X B and the Funds covenanted not to, among other things, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for the Shares for a period of 90 days after the date of the final prospectus supplement in connection with the Offering.

The foregoing description of the Original Underwriting Agreement, the Underwriting Agreement and the Lock-up Letters is qualified in its entirety by reference to the Original Underwriting Agreement, the Underwriting Agreement and the Lock-up Letters attached hereto as Exhibits 15, 16, 17, 18 and 19, respectively.

 

Item 5.

Interest in the Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

---

(a) The percentages used herein are calculated based upon 26,590,974 Shares outstanding as of February 25, 2016, as reported in the Company’s Form 10-K for the year ended December 31, 2015, filed with the SEC on February 25, 2016.

WP X B is the direct owner of 3,112,920 Shares representing approximately 11.7% of the outstanding Shares of the Company. As WP X B is owned 96.9% by WP X and 3.1% by WPP X, therefore, WP X is deemed to beneficially own 8,085,529 Shares representing 30.4% of the outstanding Shares, including 5,069,110 Shares that it directly holds, and WPP X is deemed to beneficially own 258,671 Shares representing 1.0% of the outstanding Shares, including 162,170 Shares that it directly holds.

(b) WP X B is deemed to (i) share voting power and disposition power over 3,016,419 Shares with each of the Warburg Pincus Reporting Persons (other than WPP X) and (ii) share voting power and disposition power over 96,501 Shares with each of the Warburg Pincus Reporting Persons (other than WP X). WP X is deemed to (i) share voting power and disposition power over 3,016,419 Shares with WP X B and (ii) share voting power and disposition power over 8,085,529 Shares with each of the Warburg Pincus Reporting Persons (other than WPP X and WP X B). WPP X is deemed to (i) share voting power and disposition power over 96,501 Shares with WP X B and (ii) share voting and disposition power over 258,671 Shares with each of the Warburg Pincus Reporting Persons (other than WP X and WP X B). Each of the Warburg Pincus Reporting Persons (other than the Funds and WP X B) is deemed to (i) share voting power and disposition power over 3,112,920 Shares with WP X B and (ii) share voting power and disposition power over 8,344,200 Shares with the Funds.

(c) None.

(d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the Shares is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by inserting the following after the seventh paragraph thereof:

On March 1, 2016, the Funds entered into the Original Underwriting Agreement by and among the Company, the Funds and the Underwriter. On March 2, 2016, the Funds entered into the Underwriting Agreement by and among the Company, the Funds and the Underwriter, which amended and restated the Original Underwriting Agreement in its entirety. The description of the Original Underwriting Agreement and the Underwriting Agreement in this Amendment No. 14 is qualified in its entirety by reference to the Original Underwriting Agreement and the Underwriting Agreement, copies of which are attached hereto as Exhibits 15 and 16.

On March 1, 2016, each of WP X B and the Funds delivered a Lock-up Letter to the Underwriter. The description of the Lock-up Letters in this Amendment No. 14 is qualified in its entirety by reference to the Lock-up Letters, copies of which are attached hereto as Exhibits 17, 18 and 19.

---

Item 7.

Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding Exhibits 15, 16, 17, 18 and 19 to the end thereof:

 

Exhibit 15		Original Underwriting Agreement dated March 1, 2016.
Exhibit 16		Underwriting Agreement dated March 2, 2016.
Exhibit 17		Lock-up Letter (WP X B) dated March 1, 2016.
Exhibit 18		Lock-up Letter (WP X) dated March 1, 2016.
Exhibit 19		Lock-up Letter (WPP X) dated March 1, 2016.

---

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 3, 2016

 

---

---

 

*

The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on a Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) and is hereby incorporated by reference.